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Two weeks after Iron Man finished filming on June 25, 2007, the second independent Marvel production launched. Filming of The Incredible Hulk began on July 9, 2007, but the project had been in the pipeline since shortly after the release of Ang Lee’s Hulk in 2003. There was an original target date of May 2005, however that quickly passed and in January of 2006, producer Avi Arad announced that Marvel would be co-producing the sequel’s budget with Universal distributing.

But this was not to be, either.

Universal missed the deadline for filming the sequel and Marvel took the opportunity to retrieve the license of The Hulk from Universal. Once that was achieved, Marvel opted to ignore Ang Lee’s film, instead launching a purely Marvel Films Hulk franchise. Producers Kevin Feige and Gale Anne Hurd felt that this film needed to be closer in spirit to both the comics and, perhaps more importantly, the original television series starring Bill Bixby and Lou Ferrigno.

French Director Louis Leterrier was approached to helm the project after losing out on Iron Man to Jon Favreau. Although initially hesitant to make a sequel to Ang Lee’s film, he jumped into the production once it was made clear that this was a fresh start meant to take advantage of Leterrier’s experience as the director of the action films The Transporter (2002), Transporter 2 (2005), and Unleashed (2005).

And a fresh start meant a fresh cast. Oscar-winner William Hurt was hired to play General “Thunderbolt” Ross, Liv Tyler took on the role of Betty Ross, and Edward Norton played the recast Bruce Banner. Screenwriter Zak Penn (Last Action Hero, Elektra, X-Men: The Last Stand) provided three early drafts of the script before leaving the project to direct his own project, The Grand, which allowed Ed Norton the opportunity to step in and rewrite the final draft. However, the Writers Guild of America chose to give Penn full credit for the script, arguing that Norton had not significantly altered the screenplay.

Regardless, the final shooting script opted to abandon the traditional origin story approach, while also ignoring the origin established in Ang Lee’s earlier version. Nearly seventy minutes of origin was actually filmed, but in the end the footage was edited down to a montage sequence that ran as the opening titles played. Significantly, the footage visually referenced scenes and sets based on the 1977 television pilot, particularly the Gamma Chair device and having Banner’s eyes change first, signaling the coming transformation, establishing the new tone for the film from its opening moments.

And if that wasn’t clear enough about the true heritage of this outing, there’s also a brief scene where Bill Bixby appears on a television in an episode of The Courtship of Eddie’s Father and Lou Ferrigno appears later as a security guard. Ferrigno also plays the speaking voice of the Hulk in the final scenes of the film.

In another major revision of what had come before, The Incredible Hulk ties into the Ultimate Comics version of Hulk by linking his origin with the Super Soldier Program that produced Captain America. And while there are no overt references to Captain America in the finished film, The Incredible Hulk gives us our first glimpse at just what Cap might be capable of, as aging soldier Emil Blonsky (played gamely by Tim Roth) volunteers to be injected with the experimental serum so he can face down the Hulk, one-on-one.

In this version of The Hulk, the original gamma radiation accident that transformed Banner into the nine-foot tall green monster was secretly an attempt to advance the Super Soldier Program, which was then mothballed after the failure. Blonsky, after his dose, attempts to take on the Hulk in a pivotal action sequence, but is hospitalized with nearly every bone in his body pulverized. Instead of dying, however, he quickly mends and is ready for further doses in the hopes of becoming a Super Soldier.

Instead, though, he is eventually transformed into The Abomination (as comics fans would have been expecting). This transformation is achieved thanks to the appearance of another canonical character, Dr. Samuel Sterns (a very dedicated and enthusiastic Tim Blake Nelson), a cellular biologist with whom Banner has been communicating in secret. Sterns has synthesized Banner’s blood samples, intending to use them to bring about the next stage in human evolution. Instead, Blonsky forces Sterns to dose him, thus transforming into the monstrous Abomination.

But in a clever nod to the comics, as the Abomination explodes into battle with Army forces, we get a quick shot of Sterns in the ruined lab, his forehead beginning to bulge thanks to exposure to the gamma radiation. For those not in the know, in the comics Samuel Sterns is the alter ego of the Hulk’s arch-nemesis, The Leader. As of this moment, Nelson is signed for any possible sequel.

In another bit of comics trivia, actor Ty Burrell, most famous now for playing Phil Dunphy on ABC’s Modern Family is cast in this film as Betty Ross’ current love interest, a psychiatrist named Leonard. He was originally cast thanks to his role as the “jerk” in the 2004 Dawn of the Dead remake and the character was originally written more in the vein, but he became a more sympathetic character through the rewrites. Oh yeah. And his last name is Samson.

Effects-wise, The Incredible Hulk is a step up from the earlier Hulk, but that’s to be expected given the five year gap between films. In order to capture more realistic facial expressions for both Hulk and Abomination, Norton and Roth filmed around 2500 takes of different movements and expressions using a sponged-on phosphorescent face paint rather than the more common dots used for traditional motion capture. This allowed for far more realistic expressions and more input from the actors in the final outcome of the rendering of their CGI characters.

And while the design of Abomination was a significant change from the comics incarnation, Leterrier was correct that there isn’t really a justification for the more reptilian look of the comic character. This version is more massive with his bones jutting out through the skin in places, since the Super Soldier formula had been injected directly into his deep muscle tissue and his bone marrow. When we’re playing fast and loose with physics to begin with, it’s a justification that works.

The story, unfortunately, doesn’t really break any new ground, despite being action-packed and more viscerally entertaining than Ang Lee’s version. There are three main action set-pieces: the first, a foot chase through Rocinha, Rio de Janerio, Brazil that is extremely well orchestrated before culminating in a battle between Blonsky’s military forces and the Hulk in the bottling factory where Banner has been working; the second is a battle between Hulk and military forces on the campus of Culver University in Virginia which provides our first real demonstration of Hulk’s personality and emotional attachment to Betty; and finally, a showdown between Hulk and Abomination in Harlem, New York – right in front of the Apollo Theater (although the footage was actually filmed in Toronto).

Ultimately, the real highlights of the film all take place in the final moments. As the battle between Hulk and Abomination climaxes, Hulk speaks for the first time in any live-action incarnation (and is voiced by Lou Ferrigno); then, once the fight is concluded and Hulk escapes, we cut to Bella Coola, British Columbia and see Banner meditating in a cabin before initiating an intentional transformation (whether for good or bad, we don’t find out); and then, just before the credits role, Robert Downey Jr. appears as Tony Stark to discuss the formation of a “team” with “Thunderbolt” Ross. The details are left intentionally vague, as they really didn’t know if the Avengers approach was going to pan out, and Downey made the appearance as a favor to Marvel Studios.

With a budget of $150 million, The Incredible Hulk scored the number one spot its opening weekend with a gross of $55 million before dropping to number two the following week with a $22 million haul. Even with that fairly strong opening, the film failed to make back its budget domestically. Its final worldwide gross was over $263 million once everything was said and done, but it wasn’t enough to guarantee a continuation of the independent Marvel Hulk franchise despite generally positive reviews.

Part of that hesitation was probably due to the controversy regarding Edward Norton and the final editing and promotion of the film. Norton and Leterrier pushed for a longer run time, hoping for a nearly 135 minute final cut, but Marvel wanted the film to be under two hours. Marvel won that argument and there were rumors that Norton wasn’t happy with the final product. Norton disputed this, though while he attended the premiere and did a promotional tour, he chose to do charity work in Africa during the film’s actual release.

While Norton was signed to do further Hulk films, there were doubts that he would actually return if a sequel was planned. No word was given at the time, and Marvel downplayed the importance of the success or failure of The Incredible Hulk, given how huge Iron Man had become. As the year went on, Marvel shifted their attention to beginning work on Iron Man 2 and by the end of 2008 had also announced directors for both Thor and Captain America.